Cerulean Memories
by Omalley99
Summary: A gym challenge winds up with one lucky challenger getting alot more than just a badge from the cerulean gym leader, rated M for lemon


My god, two updates in the space of a few days, what on earth has gotten into me.

Originally this was going to be a little mini-series, to flesh out and explain those refferences I make in Misty's capture, instances like when Omalley won his badge from her, met her in a town etc. I started out like that, but soon found that it was no fun, therefoer I decided to screw that plan and just write a straight up Misty x Omalley fic without worrying about tying it up with my main story. As such this is more of a one shot than a series, and I sincerely doubt I'll be updating it anytime soon but I'd still appreciate any feedback I can get guys.

As a side note, this is the first time I've ever written a straight up boy/girl scene... seems weird I've gotten this far without doing one of them.

As another side note, when writing this I discovered that Corsola and Goldeen cant actually learn water gun naturally, which just seems bizzare to me. In fact Goldeen only learns it by TM in Gen 1, so if anybody asks, Misty's Goldeen is just that old.

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><p>The man lay flat on the short green grass, his eyes closed as he dozed in the afternoon sun. The sun shone down on the hill side where he lay, gently warming him as a cool breeze drifted across the grass, tugging gently at his clothes. His bag sat beside him, his jacket resting on top of it, a pair of gloves on the ground beside them. He let out a low sigh as he lay there trying to enjoy the feeling of lying in the sun, nowhere to go, nobody to see. He reached out with one hand, grabbing his battered old hat and pulling it over his face to shield his eyes, casting his mind back to those early days which, although in reality not so long ago, felt like they had happened a lifetime ago. The memories formed easily in his mind as he let them play through his head, images and sounds easily coming to him again.<p>

The young man strode happily down the streets of Cerulean City, his brand new Tangela marching happily at his side, the pair working their way through the crowds towards the Gym situated in the north of the town.

He had decided it had been an excellent start to his journey, having captured two new pokemon to compliment his Tangela he had easily defeated Forest, the Pewter City gym leader, Tangela and Bellsprout powering through his rock type pokemon. From there he had moved south, taking Diglett cave towards Vermillion city and challenging Lt. Surge and his electric type pokemon. Although much harder than Forest, Surge too had been defeated, his Raichu beaten down by the psychic powers of his Drowzee.

Two badges in a little under three weeks lends a certain air of confidence to a new trainer, resulting in his high spirits as the gym came into sight. The walls were made of giant panes of glass, allowing a view in onto the giant pool area that dominated the gyms center, The roof of the building was fashioned in the shapes of waves crashing down as if the trainers entering were about to be swept away. He laughed at the thought, this should hopefully go as well as the last two gym leaders if not easier. He had heard that the Cerulean gym was a water type, something that was confirmed by the building he saw before him; they should be no match for his two grass type pokemon and Drowzee's psychic talents.

He calmly strode in, through the double doors, pulling off his hat as he entered and walking to the reception desk, asking the pretty young receptionist where he could find the gym leader.

"I think Misty is out swimming at the moment, why don't you check the poolside? Come back if you cant find her, I'm sure I can help" Replied the young girl, winking and smiling sweetly at him.

"Thank you very much" he replied, blushing slightly, silently cursing his shyness as he walked hurriedly away to the pool area, Tangela trotting along dutifully at his side.

The pool itself was actually deserted, the water lapping softly at the edges of the pool. Glancing around he could see no sign of anybody nearby, deciding to sit down in the spectator stands and wait for the Gym leader to arrive. He waited silently for a few minutes, speaking quietly to Tangela. After 10 minutes passed he began to worry, scanning the pool for any sign of her. Maybe she had finished up and gone home already? Then again what if she had an accident?

Stepping down from the stands he walked carefully around the edge of the pool to check the changing rooms, knocking gently at the entrance to the women's lockers.

"Who is it?" called a sweet feminine voice, causing his heart to skip a little in excitement.

"It… um my name is Omalley Kincaid, I'm looking for the gym leader, er, is she around?" he stuttered back, once again cursing his shyness. He heard a small giggle from inside before that sweet voice spoke back again "That'd be me, after a battle?"

"Oh um yes miss." Another giggle greeted this, oh please, no need to be formal, just call me Misty, anyway, ill be happy to give you one, but could you come in here and help me for a second, I'm having a little trouble with this. Don't worry there's nobody else in here." He started at this, wondering if he had heard correctly "Erm, are you sure? I wouldn't want to…" He began before she cut across him, a playful tone in her voice. "Don't worry about it, its fine, I don't mind."

He stepped slowly through the door and walked down the short corridor, Tangela scurrying along behind him. He opened his mouth to ask again if she was sure this was alright as he turned the corner, the view stopping him dead in his tracks. A beautiful, slim redhead stood in front of a long line of mirrors, each one showing a different angle of her shapely body. She was wearing a light blue, ulra-thin, skintight swimsuit, the clingy material stretching over her body like a second skin, highlighting and enhancing her curves. She flicked her short red hair behind her, pulling it up into a ponytail as she watched him in the mirrors reflection, noting with a smile the way his cheeks were turning bright red.

"Hi there Omalley, what do you think? I've just bought a couple for the gym for use in shows but I wanted to try them out." Omalley stood dumbly for a moment before sense returned and he tore his eyes away quickly, fidgeting nervously with the brim of his hat. "It uh… its very flattering miss, truly it looks… great, yes fantastic but uh…" He stammered, his eyes flicking back to take in her incredible body, squeezed into this perfect suit with every angle on display. With a slight start he noticed the way it clung to her arse and between her legs as she stood turning in front of the mirror, highlighting every feature, including a delicate outline of her pussy.

Giggling she spun and walked slowly to him, stepping just a little closer than normal and prodding him gently in the chest, watching his eyes flick nervously down her body to her ample breasts, noticing how each nipple stood out against the thin material. "I thought I told you to call me Misty? Don't be so formal! You're here for a battle right? So loosen up? Oh speaking of which, you don't mind if I wear this out there do you? It's quite a pain to get in and out of so I'd like to test it as much as I can." She smiled sweetly and glanced down to his trousers, noticing the hard on he was desperately trying to cover. "Um, yes that's fine mis… Misty, erm yes shall we then?" He quickly turned and walked back to the entrance, glancing back with longing in his eyes at the beautiful girl behind him. "Sure let me just get my pokemon ok?" She called, turning and bending over slowly to pick up her pokeballs, giving him a fantastic view of her shapely rear, watching him stare in the mirror at her body. Straightening up again she turned back to him and said "You do have some swim wear don't you?" as she walked past him. "Erm, not really, is it necessary? I thought trainers would stay on dry land" he answered as he fell into step besides her, glancing sideways at her as she walked, her breasts bouncing gently in the tight suit. "Well it depends on if you fall in doesen't it?" She replied with a wink, stepping out onto the poolside.

A few minutes later thy stood facing each other, positioned on floating platforms at either end of the pool. Misty stood quietly with a smile on her face, enjoying the affect that her and her outfit were having on this shy young man who stood opposite her, still gazing distractedly at her every now and again. "How does three pokemon each sound to you?" She called across the water, snapping him from his reverie. 'Perfect" he replied, plucking a ball from inside his jacket and releasing it in front of him in a burst of white light which resolved itself into a Bellsprout. In return she threw one of her pokballs into the air, calling out a Goldeen which splashed majestically into the water and began to swim in slow circles around her platform.

"Ah going for type advantages are we?" asked the gym leader, hands on hips as she smiled at him over the waters surface. He laughed in reply, his confidence growing somewhat as he watched Goldeen swimming lazily through the clear water, its fins rippling elegantly like a ball gown. "Nothing so tactical I'm afraid, you see I only have three Pokemon in total, two of them just happen to by grass types. A happy accident I guess." Taking his eyes off the Pokemon he watched Misty as she laughed again, trying to keep his eyes on her face as she called out across the water to him.

"Hmm, I see, well it might seem like an advantage now... but don't take me lightly, this is my gym and I have plenty of experience dealing with beginners like you, isn't that right Goldeen?" The fish burst out of the water from behind Bellsprout, surging upwards with a sudden burst of speed. Omalley swore loudly, realizing that the Pokemon must have slipped around behind them whilst he was distracted. Before he could even shout a command Goldeen crashed into his Pokemon, its thin stalk-like body bending under the impact as the water type rammed its full weight into it. Thinking fast, Bellsprout managed to extend its arms, vines reaching out from the tiny leaves on its stem and looping around it's opponent, trying to grip onto its slippery skin. Using Goldeen's momentum against it the grass type managed to spin, its vines whipping round to release Goldeen and sending it flying out over the water, landing with a splash as Bellsprout fell to one knee.

"Well done, well done!" Misty's clapping echoed around the room, rebounding off the empty seats that lined the pool as Goldeen returned to her side, seemingly unperturbed by its landing. "Not many Pokemon have the reflexes to deal with that kind of move, you've trained him well." Omalley shrugged at this embarrassed and looked down at his Pokemon as it righted itself again. "I didn't really do anything, that was all him."

"Your his trainer, he must of picked up that instinct from somewhere, besides most men don't turn down compliment's from stunning girls like myself." He blushed again, unsure how to respond as she pirouetted on her platform, giggling at his discomfort. "I thought I told you to lighten up? Goldeen Water gun!"

This time he was ready for the sudden attack, Bellsprout swiftly stepping to one side as Goldeen poked its head above the water, a short blast of water streaming from its mouth. The jet flew past them harmlessly, crashing back into the pool as Omalley called out "Razor leaf!" Bellsprout shook its arms swiftly, the leaves multiplying rapidly and falling from its body in a cloud that hovered around the grass type, each one bladed like a knife. Without warning they all shot forwards like a cloud of hornets, homing in on the water type as it dived below the surface again, its fins pulsing rhythmically as it streaked through the water. The leaves were fast and there were a lot of them, but they lacked the power to penetrate the water, coming to rest harmlessly on its surface as Goldeen skillfully avoided the few that went deep enough to pose a danger.

Changing tack Omalley instead ordered Bellsprout to use vine whip, the long vines reaching out once more and slashing down at the water, cleaving through its surface in wide sweeps. Goldeen was always ahead though, dancing just out of reach of the slashing vines, swimming elegantly through the turbulent water as Bellsprout struck out again and again. "Horn attack!" cried Misty, causing Goldeen to surge forward without warning, spinning between the vines as it powered its way out of the water, the horn of its head glinting in the light. Commited to its attack, there was little Bellsprout could do to avoid this collision besides bending its flexible body to avoid the piercing tip of the horn. Despite this Goldeen still had more than enough force behind it to send Bellsprout reeling, the grass type stumbling backwards and off the edge of the platform as Goldeen followed it back into the water.

Here Bellsprout stood little chance. Its body was ill adapted to swimming, causing it to flail hopelessly as Goldeen used its superior maneuverability to deliver harsh, slashing blows with its horn, giving its opponent no time to recover before coming in again from another angle. Seeing the hopelessness of the situation Omalley held up the pokeball again, a thin beam of red light spearing out and sucking Bellsprout back inside before any further harm could come to it. "Good move" called Misty from across the pool, her arms folded across her chest as she teased him. "Goldeen may look delicate, but when she has something at her mercy she takes full advantage of it, kind of like me." She winked at him with those words, giggling as he pulled another pokeball from his bag a slow smile spreading over his face.

"I think I have you figured out now." he replied, his voice calm as some of his previous confidence returned to him. "Oh? Do tell?" the gym leader called back in a sing song voice, watching as the ball split open to reveal his second Pokemon, a Drowzee. "I think I'd rather show you."

Without warning Goldeen burst from the water again, another jet of water slashing through the air towards his newly revealed Pokemon. Omalley simply smirked at this and calmly called out to his Pokemon to use light screen. Drowzee lazily held out its hands, a wall a shimmering light bursting from its palms and causing the attack to dissolve in a spray of Mist, rendering it useless. "Now, Confusion!"Before Goldeen could retreat beneath the waves once more Drowzee extended its arms once more, a faint purple light emanated from its closed eyes as it reached out with its mind, sending waves of sensation crashing into Goldeen's unprepared mind. Goldeen's speed and agility was absolutely useless against this form of attack and she could only float helplessly as her mind was overwhelmed by a tide of white noise and static.

This time it was Misty who raised her arm, recalling her Pokemon as Drowzee yawned loudly, scratching its head slowly as she considered her options. "Not bad, you negated her speed by using a direct attack that she couldn't avoid, and you avoided my ranged assault, I may have underestimated you cutie. Let's see you beat my Corsola though!" With that she released her second Pokemon, the pink and white creature landing in the water with a splash. Thick horns of coral rose all over its back like spines and it floated on the water surface, its black eyes fixed on Drowzee. "Water pulse!"

Corsola opened its mouth and pulse of water streaked out, Drowzee lifting its arms and conjuring its light screen again without even being ordered too. Corsola kept up the pressure, its attack dissolving in a mass of spray as it burst against Drowzee's defence, the psychic type unperturbed by the assault. Without warning Corsola streaked forwards, breaking off its attack as it powered over the top of the water, its horns ready to smash through the shimmering shield and knock Drowzee down. "Confusion" Omalley ordered calmly, the golden shield dropping instantly as Drowzee began to glow again, Corsola stopping dead in its tracks as it was bombarded by the psychic attack.

"I told you, I have you figured out." He called cockily, his shyness disappearing as he saw himself taking control of the battle. "You attack at range to force me on the defensive, then you use the speed and maneuverability your Pokemon gain from the open water to attack from another angle without warning. Bellsprout had no way of preventing this, dodging your ranged attack only made him vulnerable to physical moves, and vice versa, but Drowzee here can stop your surprise attacks dead and defend at a moments notice." The light in Drowzee's eyes faded away as its attack ended, leaving Corsola panting slightly as it retreated back towards Misty, wary of further psychic attacks.

"Very clever!" she replied, smiling as if genuinely pleased. "Just because you worked it out though, doesn't mean I don't have other tricks, Corsola, spike cannon!" The Pokemon lent forwards, bringing its horns to bear as fragments shattered off, bursting from its back and streaking through the air like bullets, aimed straight at Drowzee. Once again Omalley called out for a light screen, the golden shield rippling into existence as the spikes drew closer. His smug look disappeared completely as the coral spikes smashed straight through the screen, causing it to shatter into dozens of glowing shards as they smashed into Drowzee causing the Pokemon to below in pain. "Shit, its a physical move!" before he had time to counterattack Corsola had rushed forwards again, pausing only to launch another barrage of spikes, these ones being met by a purple shield as Drowzee brought up a barrier, this one sending the spikes spinning harmlessly into the water. Before they even hit the pools surface Corsola had let loose another water gun, the pressurized liquid cutting straight through the barrier and pushing Drowzee back so that it was teetering on the platforms very edge, off balance and vulnerable. The two trainers shouted out at the same time, voices raised as their Pokemon each made its move. "Headbutt!"

"Shadow ball!"

Corsola leapt high, out of the water and sailed through the air, its rock hard body thundering straight into Drowzee's chest and knocking it clean off the platform, Corsola following it, unable to halt its own momentum. As it did so Drowzee lost control of its attack, the small dark orb that it had been generating flaring out of control as its concentration was shattered, the darkness exploding outwards in a corona of shadow and spray. Both Pokemon crashed into the water at the same time, unconscious and wreathed in wispy streaks of dark energy that slowly dispersed, leaving them floating on the surface of the pool as waves splashed against the platforms, riding up over the edge and soaking both trainers feet.

The pair recalled their Pokemon in tandem, pausing a moment to whisper encouragements and thanks for their effort before they concluded the battle. There was a tense feeling in the air now, both of them relishing the challenge that the other presented. Omalley was completely focused now, ignoring the alluring image that Misty presented and instead concentrating entirely on his strategies as he waved Tangela forwards, the curious Pokemon waddling forwards and hopping onto the floating platform that Bellsprout and Drowzee had occupied.

Misty had been in this situation before, many times. As a gym leader she was a competent battler, but eventually most trainers would battle her enough times to work out the way she fought and devise a counter. This guy though, In one battle he had identified all the elements he needed to devise a near perfect solution to the problems she presented. If it hadn't been for his overconfidence in using light screen instead of reflect he may well have outlasted Corsola too. As it was she found herself enjoying this battle against the shy trainer, if only he would loosen up, then they could really have some fun.

"Starmie, come on out beautiful!" Her final pokeball split open, revealing an eight pointed star Pokemon which floated silently above the pools surface. It was a deep, rich purple colour, its points converging in a pink crystal that flashed, positively humming with power. Now it was Misty's turn to wear the smug grin as she called out to her opponent and his Tangela. "Game over, Starmie, Hydro Pump!"

The starfish Pokemon flashed its crystal once in acknowledgment, aiming one of its points at the little Tangela, letting rip with a huge gout of pressurized water that tore through the air and slammed into the grass type before it could even blink. The stream knocked it backwards immediately, plunging it straight into the water with a splash, vines reaching out blindly, trying to grab a hold of the ledge and haul itself back onto something solid before Starmie could take advantage. "Now thunderbolt!" she called, watching in satisfaction as Starmie dipped slightly, several of its points dropping below the water surface as its crystal core shone brightly for a second. Electricity arced between its arms, discharging into the water with a bright flash as it was conducted throughout the pool. Floundering under the water Tangela had no chance to avoid the attack and felt the current course through him, stunning him momentarily and leaving him drifting in the water.

"Finish it up Starmie, rapid spin!" The water type, submerged itself completely at these words, flipping horizontally and beginning to spin, the movements creating ripples in the water as each arm sliced through the water, speeding up before streaking forwards and leaving a trail of bubbles in its wake. Tangela was helpless to do anything as Starmie spun towards it, points ready to cut through its vines and into its body. As it drew closer though Starmie suddenly began to wobble, losing speed as it became unbalanced, its gem flashing weakly as if in pain.

Taking advantage of this brief respite Tangela finally manged to pull itself back onto the platform, vines reaching out to haul its body up and out of the water, leaving Starmie floating below, immobilized by pain. "What did you do?" Misty asked, eyes narrowed. He hadn't given any commands, Tangela certainly didn't make any obvious moves... "Poison powder" he answered simply, a big smile on his face as Tangela shook itself off, droplets of water flying everywhere. "As soon as he fell in, Tangela released a cloud of toxic spores into the water, once Starmie went under and began to move through them it absorbed the poison through its skin, and you can see the result, now Tangela, seed bomb!"

The mass of vines surrounding Tangela's body shook briefly before a shower of fist sized seed's burst from within, sailing through the air and crashing down into the water around the paralyzed Starmie. They sank for a moment, trailing bubbles before suddenly detonating in a string of booming percussion, each blast sending up huge plumes of water and showering both trainers in spray.

Tangela launched a second volley, then a third, each one blanketing the area around Starmie with destructive seeds, the explosions enough to send the Pokemon flying out of the water, its crystal cracked and dented.

"Very good, but you cant beat us yet, Starmie recover!" As they watched Starmie's gem began to glow once more, faintly at first but gaining until it shone vibrantly, its light reflecting off the pool. The cracks in its surface closed up before their very eyes, leaving the stone unharmed, as though it had just been polished. "Now Ice beam!" The newly repaired gem flashed a pure white this time, a jet of freezing air ripping across the pool from one of its many arms. The beam swept across the water, instantly forming a thick sheet of ice in a straight line across the pool. Tangela managed to dodge to one side as the beam swept past him, but the cold air still froze the puddles that had accumulated across his platform, coating it in a layer of slippery ice.

"Now for the finish Starmie! Rapid spin, one more time!" At her words the purple star pokemon hurtled across the icy surface of the water, spinning rapidly on its edge like a wheel and catching Tangela a glancing blow, sending it skidding across the ice. Starmie continued on, unable to gain any friction on the slippery surface to come around and attack again, instead streaking straight towards Omalley. "Starmie stop!" Misty called quickly, seeing the danger as Starmie flew towards the trainer, who stood at the edge of his platform. The starfish managed to swerve as Omalley stepped to the side, clipping him and sending him tumbling into the pool with a crash and a wave of spray. Misty immediately leapt forwards and dove from the edge of her platform, her slim body cutting through the water easily in her slick suit as she swum towards him with quick, powerful strokes. Omalley emerged, coughing and spluttering just as Misty reached him, sliding an arm around his waist and hauling him towards the pools edge where he crawled, gasping onto the tiles.

"…. Thank you…" he panted, pulling off his sodden hat and flicking wet hair from his eyes, raising an arm to recall Tangela for the moment so he could focus on warming up and drying out. "That was amazing" he said with a grin, wiping water from his eyes. Misty slid smoothly onto the tiles next to him, smiling at him and shaking her hair back over her shoulders. "Oh it was nothing, It was my fault, I got carried away in that battle! Your not bad, when you can keep focused on the match" she said with a giggle and a wink at the now drenched trainer. He laughed quietly, his shyness forgotten for a moment as he stared up into her cerulean blue eyes. "Wish I'd brought swimwear now" he remarked with a chuckle. "Don't say I didn't warn you." She answered, rising to her feet as he grabbed his hat, allowing Misty to help him up. She gave him a warm smile, reaching out to remove a strand of loose hair which had fallen back over his eyes and sweeping droplets of water off his soaked clothes and skin, her touch sending a shiver down his spine. Noticing again the reaction she was causing Misty found herself feeling quite aroused by this whole teasing experience, "Well he's kind of cute, shy which is fine with me, at least he's not brash and overconfident like a certain someone… hmm I think we could have some fun together." Grabbing his hand, she began pulling him towards the changing rooms again, saying "Come on now, lets get you out of those wet clothes."

She led the way back through to the girls changing rooms, stopping in the center of the ring of mirrors, where she had been changing earlier. "Go on then, strip them all off, I'll see if I can find you some clothes to wear for a while." With that she turned on her heel and strode away, back through the doors to the poolside, leaving him sopping wet and alone in the changing rooms. Shrugging to himself and glancing back at the door he began to strip the sodden clothes off his body, peeling the damp material away from his skin. He left his hat on one of the benches and shrugged his shirt off his shoulders, throwing it next to his hat. Crouching down he kicked his shoes off, pulling his sodden socks off his feet and moving them aside too. He hesitated as he looked in the mirrors around him, starting as he saw Misty leaning against the doorway, hand on hip and with a wicked grin on her face as her eyes trailed over his bare torso.

"Don't stop on my account." she giggled, walking slowly into the room to stand behind him, staring at their image reflected in the mirror. "I'm afraid I couldn't find anything for you to wear, we only really have swimsuits here, so your just going to have to wait for it to dry out." As she said this she reached her arms round his waist, hooking her thumbs into the waistband of his trousers and pressing her swimsuit covered body against his bare back. She smiled as she watched his reaction in the mirror a look of both panic and want on his face as he battled with himself, should he resist this? Or just give in to her?

She didn't give him any further chance to think about it, pressing herself tightly against him and whispering into his ear "That means these trousers have to come off too, let me help you with them." Her hands slid further round, deft fingers swiftly undoing his belt and pulling it loose as she gently kissed his cheek, her breasts rubbing against his back. She could see his eyes half close and feel his breathing quicken as she slid in front of him, trailing a hand round his side as she did so before leaning in close to him and kissing him, sliding her tongue into his mouth and feeling him respond in kind. She pressed her body tightly against him, her thin swimsuit the only thing separating their bodies as they wrapped their arms around each other, each of them running their hands over the others skin.

Misty broke the kiss and giggled, feeling something pressing against the crotch of her swimsuit. Smiling at the red faced boy she slowly rubbed herself against it, the thin material of her suit pressing against her pussy lips, causing her to moan quietly and kiss him once more. After a moment she pulled away, silently sliding her way down his body, her hands pulling his trousers down and off him as she did so, leaving him in only his shorts, a large bulge visible in the front of them.

"Whats this then?" She asked, giggling as she reached out to rub it gently with her hand. "Does somebody like me?" Smiling up at him she watched his expression as she slowly reached up to the waistband of his shorts, sliding them downwards and revealing his dick. "Hmmmmmm not too bad" she thought to herself as she wrapped her soft hand around its length, slowly starting to pump her hand back and forth. She watched, a smile on her face as he shut his eyes tight, his breathing becoming heavier as she gently toyed with him.

Gently she leaned forwards until she was inches from the end of his dick, opening her mouth slightly and looking up his still wet body, past his naked chest and up to his face, his eyes still shut tight as he tried to reason with himself. "Holy shit" he thought to himself, feeling the redheads soft hand gently pumping his dick, "Oh god shes hot... but is this right? I mean she started it but..." He debated with himself for a moment before he opened his eyes to look down at her, locking eyes with her just as she leant forwards, engulfing the head of his cock in her warm, wet mouth.

Instantly any doubts fled his mind as he felt the unbelievable pleasure suddenly flowing from his groin, as the girls mouth slowly slid along his length. He reached out to place his hand on the back of her head, entwining his fingers within her red hair as she sucked and licked at his dick. Gently she ran her tongue along the underside of his cock as she slid her wet lips along it, causing him to groan quietly in pleasure. She kept one hand wrapped around the base of his dick, softly pumping it back and forth as she sucked and licked at it, her other hand moving to toy with his balls, occasionally straying back and rubbing at her own damp pussy, her fingertips gently brushing over her sensitive lips.

Omalley stood there, eyes closed as he felt the pleasure building up inside of him, the feeling of Misty's soft lips sliding along his length almost more than he could bear. Misty simply knelt silently, bobbing her head up and down as she took his cock as deep into her mouth as she could handle, holding it there for a moment before withdrawing and taking a deep breath. Before Omalley could open his eyes again she had lent forwards once more, planting dozens of tiny kisses all over the skin of his dick, each one accompanied by a lick from her hot tongue. Omalley opened his eyes slightly, looking down to see Misty's blue orbs staring up at him, giving her an incredibly innocent, yet sexy look as she continued to lick and suck happily. Determined to take a little more control Omalley started to make use of his handhold, gently guiding and controlling her movements. Misty relaxed and let him set the pace, content to give him this moment of power before she fucked him, it was only fair after all.

Soon she heard his breathing speed up, his hands moving her more forcefully as he crept nearer and nearer to cumming. Smiling inwardly at the thought she sped up her movements on her own, slurping all along his length in quick, short strokes, her free hand playing with his balls as she sucked him off. Eventually this became too much and he came, grunting as he released a wash of warm cum into Misty's mouth. She simply swallowed it all, groaning happily and continued pumping with her hand, forcing every last drop out of him. Giggling she looked up at him and stuck out her tongue slowly licking the very last drop from the tip of his softening penis. For his part he simply sighed happily, stepping backwards and sitting down on the floor opposite Misty, running one hand through his hair absentmindedly.

"That was amazing!" he finally said after a while, admiring the sight of the beautiful redhead, still clad in her skintight swimwear, every curve of her fantastic body highlighted by the thin blue material. She smiled and giggled at him in response, extending one long, slender leg to rub at his now flaccid dick. "I hope that's not all you have though?" she asked, a lustful look entering her eyes as she moved onto all four and crept closer, like a cat stalking its prey. "It wouldn't be very fair if I were to give you such a good service with my mouth, if you weren't going to repay the favor to me, wouldn't you agree?" Before he could reply she had reached up and planted her hands on his chest, pushing him back down onto the cold tiles, sliding her body up on top of his. She squirmed a little at the sensation, she had found that her new suits were so thin that she could easily feel the warm flesh beneath her as she pressed herself into him, her nipples rubbing against him. She settled herself so that her damp pussy was directly over his dick and began to rock her hips, rubbing herself against him as she leant down and kissed him once more, her tongue easily entering his unresisting mouth.

She grinned at the delicious feelings spreading from her pussy and nipples, but soon changed tack, breaking the kiss and sitting up on top of him, straddling his waist and looking down. "Does this not turn you on?" she asked in mock disappointment, reaching up to tweak her nipples through the suit. "Am I not sexy enough to make your dick hard? Not even when I act like this?" Once again she acted before he could reply, standing up over him and turning, before straddling him again in the opposite direction. Now that she faced his dick she reached out with her soft hands and wrapped her fingers around it again, slowly starting to pump it once more. "Oh I think I can feel something now" she remarked as it started to grow in her hand, "Well it looks like my body is not such a disappointment after all!"

"Oh no, your body... I love your body!" Omalley managed between gasps as Misty stroked his dick back to its former state. "Oh you do?" she replied, giggling, well then if you love it so much, you can worship it for me." With that she moved her hips until her glistening pussy was poised just above his eager lips. She gave him a moment to admire her, reaching back to make sure her swimsuit really was out of the way and then suddenly dropped her hips, pressing her wet lips against his own. Immediately she felt his tongue snake out, running over her outer lips and causing her to moan as it traveled along her wet slit. Gently he probed at her folds, his tongue reaching out to taste every inch of her sex, running up and down her sensitive lips.

He heard her give a low moan from above him, the hand on his dick pausing for an instant as she pushed her hips back, grinding herself against his face. He reached up with both hands, grabbing her hips and holding her there, as his tongue flicked out, trailing across her delicate folds, tasting her as the smell of her arousal filled his head. Her hand resumed its slow pumping action on his dick, causing him to redouble his efforts as she stroked him, each stroke accompanied by her tongue flicking across the head of his dick.

They continued like this, pleasuring each other, their moans mixing together and echoing off the tiled walls of the empty changing room. Eventually Misty' panting turned into a continuous stream of moans as she pressed her wet pussy hard against his face, feeling his tongue reach deep inside of her, lapping at her inner walls. Her voice rose as she let go of his dick, planting her hands on his chest and thrusting her hips down, her legs shaking as an orgasm ripped its way through her body. Omalley continued, flicking his tongue over the hard little bud of her clitoris, feeling her thighs pressing against the side of his head, holding him still as she came on his face, nails digging into his chest as her mind went blank from pleasure.

Eventually she slipped off him, crawling weakly to one side and lying flat on the floor, her wet hair splayed out around her like a halo as she tried to regain her breath. Omalley sat up, wiping a hand across his face to remove her excess juices and turning to face her, watching her chest rise and fall as she recovered from her exertions. Silently he crawled forwards, parting her legs and leaning down to run his tongue over her exposed pussy again, causing her to jump in surprise as he toyed with her sensitive pussy again. Her hands reached up, entwining with his hair and holding him still for a moment, making the most of his tongue as it began to work its magic on her again. However before he could go any further she lifted his head, staring him dead in the eye and simply saying "Fuck me."

Those two words hit him like a hammer blow, here he was, naked in the changing rooms with this incredible, sexual, red-headed gym leader and she was asking him to fuck her. What if they were found? What if that receptionist heard them? What if... "Come on, I know now how good you are with that tongue, but I want to see what you can really do, stick it inside me, pound me! Make me cum on that dick of yours, just don't make me wait!" Misty's dirty talk was enough to convince him that whatever the consequences of this, the act itself would be worth it.

Wasting no time he scooted up between her legs, reaching down and tugging her swimsuit out of the way once again as he positioned himself at her entrance. "Are you sure about..." She reached up, wrapping her hands about his neck and pulling him down for a kiss, her tongue reaching out and entwining with his own, silencing him utterly. Pulling back she fixed him with her stare, her lust filled eyes boring into his own as she spoke slowly and deliberately. "Omalley, Kincaid, Fuck, Me!" He paused for a moment, staring into her eyes before he thrust his hips forwards, his dick easily sliding between the wet lips of her pussy in one motion. She gasped at the sudden feeling, hands reaching up to his shoulders, holding tightly whilst she adjusted to the sensation of having his dick inside her.

Slowly he began to rock his hips back and forth, sliding his cock in and out of her in short, smooth motions, letting her adjust as he gently picked up the pace. He could feel her warm inner walls squeezing his dick, milking him as he thrust in and out of her, feeling her squirm underneath him as he pumped his cock into her, faster and faster. "Fuck me! Fuck me Omalley!" she panted, her voice breathless as she thrust her hips back against him, feeling him thrust even harder as he speared deep into her, each stroke bringing new bursts of pleasure that melded together, creating one continuous feeling that spread throughout her body, setting her every nerve alight with passion.

Omalley stared down at the girl below him, watching as she moved her hips in unison with his, timing her movements perfectly to match his own. Looking down at her like that, eyes half closed, her breasts swaying in time with their thrusts, her body still clad in that ultra tight swimsuit, he decided that he would never, ever forget this moment, reaching down at tweaking the girls nipples with one hand, drawing fresh moans from her lips as he pinched at them through the slick material.

This new sensation was all it took to tip Misty over the edge, the gym leader cumming with an animalistic moan, wrapping her legs tightly around Omalley's waist and bucking wildly, her arms pulling him down into her chest as the slow build up of pleasure she had experienced was released in an instant, flooding her body and consuming her mind in a blaze of sensations. Feeling her cum underneath him Omalley could hold back no more and thrust himself into her as hard as he could, feeling an unmistakable sensation from his balls as he came inside her, an incredible feeling racing through him as he shot his cum into her pussy.

Panting, he pulled out of her, eliciting a soft moan of disappointment from the gym leader as they lay together on the cold tiled floor, panting and trying to regain their composure. After a moment Misty managed to pull herself into a sitting position, looking down her body, over her swimsuit to her pussy, reaching down to pull the material back across her pussy, trapping the warm cum inside of her. She looked around the changing room, glancing in the mirror and noting the sight of them both spread out on the changing room floor, a pile of sodden clothes in one corner of the room. Smiling she moved across next to Omalley, lifting his head and propping it on her lap, looking down as he opened his eyes and stared up at her with a look of wonder on his face.

"Your... beautiful." he whispered reaching up and moving a strand of damp hair out of her face, staring up at her beautiful cerulean eyes. "I know sweetie, your not too bad looking yourself you know." He chuckled at this, sitting up and reaching for his clothes, only to discover that they were still soaked, having hardly dried at all during their love making. "Ah these are going to take forever... and you don't have anything else?"

It was Misty's turn to giggle at this, raising a finger to her chin in a gesture of mock thoughtfulness. "Well other than my swimsuits, I guess we might have some speedo's somewhere, you might look good in those, they leave very little to the imagination..." The look on his face caused her to burst out into total laughter, the rich, melodious sound echoing off the changing room walls and bringing a smile to his face. "No I'm sorry I have nothing, however... If its going to take so long... and you have so much time to fill..." as she spoke she crept closer, moving on all fours and keeping her eyes locked on his, her voice dropping to a low, sexy whisper as she drew close to his face and whispered in his ear.

"Want to go again?"


End file.
